Apr. 28, 2015

Apr. 26, 2015

Gretchen Morgenson Fair Game column examines push by shareholders of Tempur Sealy International to force mattress maker to oust three of its top executives, including chief executive Mark A Sarvary; observes that effort has been led H Partners, low-profile investment firm that revealed itself as company's largest shareholder. MORE

Apr. 25, 2015

Apr. 22, 2015

Steven Davidoff Solomon Deal Professor column examines proxy season in which American companies are fighting back aggressively against rise in shareholder activism; observes that 32 out of 78 proxy contests are expected to go to vote in second quarter of 2015 alone, significant uptick from previous years; examines several cases and the impetus behind them. MORE

Apr. 21, 2015

Pandora Media announces Timothy J Leiweke will join its board immediately and that Roger Faxon have been nominated to join board and will be voted on at company's annual shareholders' meeting; both men are music-industry veterans, and may help company mend its chilly relations with industry. MORE

Apr. 10, 2015

James B Stewart Common Sense column contends New York Atty Gen Eric T Schneiderman's probe of Cooper Union for the Advancement of Science and Art signals end of era of minimal scrutiny for nonprofit boards; notes investigation centers on Cooper Union's management of its endowment and major asset, the Chrysler Building; observes probe fits into pattern by Schneiderman to get ahead of potential financial crises for nonprofits in state. MORE

Apr. 6, 2015

Institutional Shareholder Services issues scathing report that sides with neither Elaine P Wynn, Wynn Resorts co-founder and ex-wife of chief executive Stephen A Wynn, or company; Wynn has been in battle to stay on company board; report calls for rejection of all board nominees, as well as Elaine Wynn. MORE

Mar. 29, 2015

Gretchen Morgenson Fair Game column calls for corporate board members in United States to embrace more communicative relationship with investors, practice common in Europe; observes trend is already shifting, with some large entities allowing long-term shareholders to nominate board members, but that clout still remains disproportionately weak; dismisses claims that greater input from investors would lead to dysfunction. MORE

Mar. 24, 2015

Elaine P Wynn, who received stake in casino owner Wynn Resorts in divorce settlement from billionaire Stephen A Wynn, is urging shareholders to vote to keep her board seat; is disputing claims by firm's governance committee that she has conflicts of interest and lacks independence to work for shareholders. MORE

Mar. 7, 2015

Germany passes law that will require German companies, some of Europe's largest, to give 30 percent of seats on corporate boards to women beginning in 2016; passage makes Germany latest to sign on to trend in Europe to legislate greater representation of women in boardrooms; unusually passionate debate preceded passage of law. MORE

Mar. 3, 2015

DealBook Online; Gannett Company says Carl C Icahn has withdrawn his two nominees for its board, as well as his corporate governance proposals that would have made it easier to sell firm. MORE

Feb. 22, 2015

Gretchen Morgenson Fair Game column examines case in which Whole Foods Market investors are threatening to vote out board members after company's ham-handed efforts to block shareholder vote on nomination rights; argues that such action is a welcome break with normal behavior of institutional investors, who all too often vote in lock step with boards, keeping them 'pale, male and stale.' MORE

Feb. 10, 2015

A former member of the Obama administration’s auto task force, Harry J. Wilson, has teamed up with big hedge funds to seek a seat on the automaker’s board. MORE

Jan. 5, 2015

An academic paper takes aim at Lucian A. Bebchuk of Harvard, an advocate for changing policies that prevent shareholders from electing, or overthrowing, an entire board at once. MORE

Jan. 4, 2015

Gretchen Morgenson Fair Game column examines Security and Exchange Commission's decision to allow Whole Foods to exclude shareholder proposal on director nominations; notes that action prompted 10 other companies to ask for similar treatment, and will likely play a prominent role in the 2015 proxy season; observes that decision comes amid push by some shareholders to gain nomination rights. MORE

Nov. 27, 2014

German Chancellor Angela Merkel says bill mandating that women make up at least 30 percent of nonexecutive positions on corporate boards will be introduced in Parliament, where it is virtually assured of passage; law would cover about 100 companies. MORE

Nov. 6, 2014

Band of institutional shareholders led by New York City comptroller Scott M Stringer is mounting first push ever at 75 American companies to allow investors to hire and fire directors directly; plan is intended to bring greater accountability to corporate boardrooms. MORE

Oct. 14, 2014

Recent shake-ups at Darden Restaurants and Hewlett-Packard show that the easiest corporate response is to give in, Steven Davidoff Solomon writes in the Deal Professor column. MORE

Sep. 30, 2014

Darden Restaurants directors have paid a steep price for refusing to give in to the demands of shareholder activists pushing for change. MORE

Sep. 8, 2014

Board of directors at General Motors, under harsh criticism for lax oversight in years leading up to massive recall, have sworn to become far more involved in vehicle safety and quality control; board, which has experienced high turnover in recent years, is subject of multiple lawsuits accusing it of failing to oversee management; members say they were blindsided by corporate misconduct that set off most serious safety crisis in company's history. MORE

Jul. 24, 2014

American Apparel announces four new members of company's reconstituted board; new board does not include seat for company's controversial founder and chief executive Dov Charney, who was fired in June. MORE

Jul. 21, 2014

Boards have long shunned speaking with investors for several reasons, including concern about accidentally disclosing sensitive information. MORE

Jul. 17, 2014

Ms. Wagner will be the only board member from a company focusing on finance. Apple’s longest-serving director, Bill Campbell, will be retiring, the company said. MORE

Jul. 17, 2014

Meg Whitman, the chief executive of Hewlett-Packard, was named chairwoman of its board Thursday, illustrating the company’s transformation to a place of professional managers. MORE

Jun. 29, 2014

Gretchen Morgenson Fair Game column examines new study finding that close personal relationships between board directors and chief executives can lead to lax oversight at corporations and that disclosure of such friendships does not lead to improved controls; holds that study is a warning to regulators and investors that disclosure itself is not enough to eliminate inflated bonuses and other problems. MORE

Jun. 27, 2014

Interviews reveal details of boardroom coup that ousted American Apparel founder Dov Charney following years of declining stock value, sexual harassment accusations and other illegal escapades; four core board members plotted ouster, widely seen as overdue, that was finalized in a deeply contentious, nine-hour board meeting. MORE

Jun. 23, 2014

Mr. Charney’s dismissal raises all sorts of thorny corporate-governance questions for investors and boards about iconic — and notorious — leaders, especially in creative fields. MORE

Jun. 20, 2014

The Upshot; study led by Marianne Bertrand of the University of Chicago finds that corporate quotas intended to increase the proportion of women at the executive level have largely failed to have any trickle-down effect on equity; while quotas have increased number of women on boards of directors, overall pay and promotion gap at companies has persisted. MORE

Jun. 1, 2014

Gretchen Morgenson Fair Game column cites Sketchers and Monster Beverages as two prominent companies that have reneged on promises to diversify their corporate boards, which remain absent of women or minorities; notes that trend has persisted despite intense pressure from shareholders; argues that companies risk losing trust. MORE

Apr. 5, 2014

Paul Sullivan Wealth Matters column; joining nonprofit boards can be rewarding for philanthropic executives, as way of giving back, but not all boards are equal, and sizing up job and mission beforehand, to find good fit, is essential. MORE

Mar. 18, 2014

A case involving the sale of the Rural/Metro Corporation shows how Delaware law helps directors avoid penalties for misconduct. MORE

Nov. 28, 2013

Some of the biggest public pension funds are engaging with, and sometimes seeking to oust, directors of companies whose stock they own. MORE

Nov. 25, 2013

The dispute around director compensation is the latest front in the war of influence between activist hedge funds and corporate boards. MORE

Nov. 11, 2013

After trying to ignore shareholder activism, companies are realizing that preparation and engagement can bring better results. MORE

Nov. 11, 2013

While crony-filled boards are gone, Steven M. Davidoff argues there is no evidence that a supermajority of independent directors does any better. MORE

Oct. 24, 2013

A program at George Washington University School of Business is helping women be considered for board seats and training them to step into those posts. MORE

Oct. 24, 2013

Nicholas D Kristof Op-Ed column cites abundant evidence that inclusion of women in senior positions in businesses is linked to better results; says Twitter, which is set to go public and is symbol of innovation and technology, does not have a single woman on its board; posits that, in business or government, mix of most diverse people possible will yield better results. MORE

Oct. 13, 2013

Editorial contends that the fact that Twitter has an all-male board should come as no surprise; notes that 49 percent of publicly traded information technology businesses have no women on their boards; questions whether young companies like Twitter will seize the opportunities to prove their commitment to diversity as they mature. MORE

Oct. 2, 2013

The activist investor Daniel S. Loeb disclosed that he is now the auction house’s biggest shareholder with a 9.3 percent stake in the company. MORE

Jul. 7, 2013

Gretchen Morgenson Fair Game column notes the Shareholder Rights Project has had remarkable early success in persuading companies to put directors up for re-election every year, instead of in staggered terms; says with any luck, its success might shame do-nothing investment managers, like those running many mutual funds, into action. MORE

Jun. 30, 2013

Gretchen Morgenson Executive Pay Report observes that among 200 top chief executives in 2012, median compensation package jumped 16 percent from 2011, to $15.1 million; says so much for the idea that shareholders are finally getting through to corporate boards about reining in pay. MORE

May. 26, 2013

Gretchen Morgenson Fair Game column observes that it is near the end of proxy season, that once-a-year moment when shareholders can speak their minds to the officers and directors overseeing their companies; contends, however, that does not mean corporate boards always listen; offers as examples CommonWealth Real Estate Investment Trust and Urban Outfitters Inc. MORE

May. 26, 2013

New York City co-ops and condominiums are well-known for their lists of specific rules, some of which are extreme, strange and even quirky; broad power of apartments boards give them ability to dictate wide range of regulations, which residents are largely forced to accept. MORE

May. 19, 2013

If shareholders separate the jobs of chairman and chief executive — positions that Jamie Dimon has held since 2008 — it would signal a shift in the balance of power in corporate America. MORE

May. 16, 2013

Hess gave the activist hedge fund Elliott Management three board seats in exchange for the fund’s support of the company’s slate of five directors. MORE

May. 13, 2013

Hess said it was prepared to support two of the five nominees put forward by the activist hedge fund Elliott Management, but the proposal was promptly rejected by Elliott. MORE

May. 12, 2013

Gretchen Morgenson Fair Game column observes that directors of some high-profile public companies are coming under scrutiny this proxy season, and shareholder advocates say it is about time; points out while JPMorgan Chase is drawing scrutiny, errors and omissions by other companies' boards also let shareholders down. MORE

May. 9, 2013

Op-Ed article by Prof Jeffrey A Sonnenfeld criticizes those who want to separate jobs of chairman and chief executive officer at banks, and attack Jamie Dimon for holding both positions at JPMorgan Chase; contends there is no evidence to suggest that anything would be gained by separating roles, which can even add to confusion over responsibilities and voice. MORE

Apr. 21, 2013

Gretchen Morgenson Fair Game column; First Pacific Advisors managing partner Steven Romick, overseer of $11 billion FPA Crescent mutual fund, is among investors who say it is about time Occidental Petroleum's board is scrutinized; its directors are among most highly paid in corporate America, with average director receiving $640,000 in 2012 compensation; Romick says their pay may induce directors to put managements' interests ahead of shareholders'. MORE

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